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|  | (a) |  | a certified copy of the certificate of incorporation and up-to-date memorandum
and articles of association of the relevant Seller and the resolutions of the board of
directors and power of attorney from such Seller in relation to the execution of this
Agreement and the other Transaction Documents relating to such Aircraft; |
|  |
|  | (b) |  | signed originals (or, where signed originals are not in the relevant Seller’s
possession, certified true copies) of each of the Lease Documents (including any chattel
paper originals) relating to such Aircraft (provided that each original Common Terms
Agreement shall be retained by the relevant Seller) and a certified true copy of the
relevant Common Terms Agreement; |
|  |
|  | (c) |  | copies of each Transaction Document relating to such Aircraft (other than the
relevant Bill of Sale, the Effective Time Notice and the Acceptance Certificate) duly
executed by the parties thereto (other than the relevant Purchaser); |
|  |
|  | (d) |  | if the relevant Aircraft is not delivered in the Expected Delivery Location or
international airspace, the Lex Situs Opinion (the cost of which is to be split equally
between the relevant Purchaser and Seller) duly signed by counsel providing the same; |
|  |
|  | (e) |  | an opinion from tax advisers to the relevant Purchaser, at no cost to the
relevant Seller, confirming the absence of any Taxes in the jurisdiction in which the
relevant Aircraft is delivered arising as a result of such transfer; |
|  |
|  | (f) |  | all conditions precedent specified in the Lease Novation relating to such